Exhibit
        10.1

       

    

    

    


    


    CONSULTING
      AGREEMENT

    POC
      #28-0145

    


    This
      Consulting Agreement (hereinafter referred to as the “Agreement”) is entered
      into on this 15th day of August, 2008 between Precision Optics Corporation,
      Inc., a Massachusetts Corporation (hereinafter referred to as "POCI") and Mr.
      Jack P. Dreimiller (hereinafter referred to as "Consultant").

    


    WHEREAS,
      POCI desires to engage the services of Consultant to serve as its Senior Vice
      President, Finance, Chief Financial Officer and Clerk as an independent
      contractor and not as an employee and Consultant has agreed to perform these
      services for POCI. 

    


    THEREFORE,
      it is agreed as follows: 

     

    
      	1.	
              Position
                and Services.
                Consultant shall serve as POCI’s Senior Vice President, Finance, Chief
                Financial Officer and Clerk on a part-time basis, for an average
                of two to
                three days per week. Consultant will report to POCI’s Chief Executive
                Officer. Consultant agrees to faithfully and to the best of his ability
                perform the duties required by this position and such additional
                duties as
                may be reasonably assigned by the Chief Executive Officer or POCI’s board
                of directors. Such duties shall include, but not be limited to, managing
                the audit of POCI’s year end financials and signing the Sarbanes-Oxley
                certification for POCI’s annual report as the principal accounting
                officer. 

            


    

    


    
      	
              2.

            	
              Period
                of Performance.
                Consultant's services shall commence on August 18, 2008 and shall
                continue
                until February 18, 2009 unless otherwise terminated according to
                the
                provisions of paragraph 4. Following February 18, 2009, this Agreement
                shall automatically continue on a month to month basis on the same
                terms
                unless terminated by either party with 30 days notice. Notwithstanding
                the
                foregoing, Consultant will begin training and transitioning into
                the
                positions described in paragraph 1 beginning August 13, 2008.
                

            


    

    


    
      	
              3.

            	
              Compensation.
                As compensation for the services provided by Consultant, POCI agrees
                to
                pay Consultant at a rate of $1,384.62 per week commencing August
                18, 2008.
                Compensation during the transition period of August 13, 2008 until
                August
                17, 2008 will be $1,384.62. Consultant will not receive any benefits
                including, but not limited to, health insurance, life insurance,
                vacation
                or sick time.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              4.

            	
              Termination.
                Either party may terminate this Agreement by providing 30 calendar
                days
                written notice to the other party. Consultant shall be paid for all
                work
                performed and accepted by POCI prior to the termination of this
                Agreement.

            


    

     

    
      	
              5.

            	
              Indemnification.
                Consultant shall be indemnified by POCI to the full extent provided
                in
                POCI’s By-laws in his role as Chief Financial Officer.

            


    

     

    
      	
              6.

            	
              Rights
                to Materials.
                The written reports and other written materials furnished by Consultant
                to
                POCI in connection with the performance of consulting services hereunder
                shall remain the exclusive property of POCI. Therefore, Consultant
                agrees
                to promptly return, following the termination of this Agreement or
                upon
                earlier request by POCI, any written materials in Consultant’s possession
                supplied by POCI in conjunction with Consultant’s services under this
                Agreement or generated by Consultant in performance of consulting
                services
                under this Agreement.

            


    

    


    
      	
              7.

            	
              Confidentiality.
                In connection with his performance of consulting services hereunder,
                Consultant will have access to confidential information, records,
                data,
                customer lists, lists of product sources, specifications, trade secrets
                and other information which is not generally available to the public
                and
                which POCI and Consultant hereby agree is proprietary information
                of POCI
                (“Confidential Information”). During and after the performance of
                consulting services hereunder, Consultant shall not, directly or
                indirectly, disclose the Confidential Information to any person or
                use any
                Confidential Information, except as is required in the course of
                performing duties under this Agreement or with the prior written
                consent
                of POCI. All Confidential Information as well as records, files,
                memoranda, reports, plans, drawings, documents, models, equipment
                and the
                like, including copies thereof, relating to POCI’s business, which
                Consultant shall prepare or use or come into contact with, shall
                be and
                remain POCI’s sole property, and upon termination of this Agreement,
                Consultant shall return all such materials to POCI as set forth in
                paragraph 6.

            


    

    


    
      	
              8.

            	
              Business
                Opportunities.
                Consultant shall not take any business opportunity Consultant learns
                about
                in the course of performing services under this Agreement unless
                first
                disclosing the business opportunity to POCI.


            


    

    


    
      	
              9.

            	
              Insider
                Trading.
                By executing this Agreement, Consultant acknowledges that he is expressly
                prohibited from purchasing or selling securities of POCI based on
                any
                material non-public information obtained during the course of performing
                consulting services for POCI. In addition, Consultant is prohibited
                from
                informing, or “tipping,” any other person about such material information.
                Consultant also agrees not to trade in the Company’s stock from the
                15th
                day of the third month in any quarter (i.e. March, June, September,
                December) until 48 hours after the financial results for the quarter
                are
                officially released.

            


    

    


    
      	
              10.

            	
              Governing
                Law.
                This Agreement shall be governed and construed in accordance with
                the laws
                of the Commonwealth of Massachusetts. Each of the parties hereto
                irrevocably submits to the exclusive jurisdiction of the courts located
                in
                Massachusetts for the purposes of any suit, action or other proceeding
                contemplated hereby or any transaction contemplated
                hereby.

            


    

    


    
      	
              11.

            	
              Arbitration.
                Any controversy or claim arising out of or relating to this Agreement,
                or
                breach thereof, shall be settled by binding arbitration in Boston,
                Massachusetts in accordance with the expedited procedures of the
                Rules of
                the American Arbitration Association, and judgment upon the award
                may be
                rendered by the arbitrator and may be entered in any court having
                jurisdiction thereof.

            


    

    


    
      	
              12.
                

            	
              Compliance
                with Other Laws and Regulations.
                Consultant agrees to comply with all applicable laws and regulations
                of
                the United States of America while performing services for
                POCI.

            


    

    


    
      	
              13.

            	
              Foreign
                Corrupt Practices Act.
                Consultant will be familiar with and comply with the provisions of
                the
                United States Foreign Corrupt Practices Act, including any amendments
                which may be effected during the term hereof. In particular, in carrying
                out services under this Agreement, Consultant will not make or offer
                to
                make the unlawful payment of money or anything else of value
                to:

            


    

    


    
      	
            	(a)	
              any
                government official of any country,

            


    

    
      	
            	(b)	
              any
                political party of any country,

            


    

    
      	
            	(c)	
              any
                candidate of any political party of any country,
                or

            


    

    
      	
            	(d)	
              any
                other person, while knowing or having reason to know, that such person
                will make an unlawful payment to a government official, a political
                party,
                or a candidate of a political party of any
                country.

            


    

     

    Any
      breach of this paragraph will result in the termination of this Agreement and
      will entitle POCI to the return of any amounts paid hereunder to
      Consultant. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              14.

            	
              Complete
                Integration.
                This Agreement replaces all previous agreements between POCI and
                Consultant, if any, and the discussions relating to the subject matters
                hereof and constitutes the entire agreement between POCI and Consultant
                with respect to the subject matter of this Agreement. This Agreement
                may
                not be modified in any way by any verbal statement, representation
                or
                agreement made by any employee, officer or representative of POCI,
                or by
                any by any written agreement unless it is signed by an officer of
                POCI and
                by Consultant. 

            


    

    


    
      	
              15.

            	
              Severability.
                In the event that any provision of any paragraph of this Agreement
                shall
                be deemed to be invalid or unenforceable for any reason whatsoever,
                it is
                agreed such invalidity or unenforceability shall not affect any other
                provision of such paragraph or of this Agreement, and the remaining
                terms,
                covenants, restrictions or provisions in such paragraph and in this
                Agreement shall remain in full force and effect and any court of
                competent
                jurisdiction may so modify the objectionable provision as to make
                it
                valid, reasonable and enforceable.

            


    

    


    
      	
              16.
                

            	
              Counterparts.
                This Agreement may be executed in counterparts, and each counterpart
                shall
                have the same force and effect as an original and shall constitute
                an
                effective, binding agreement on the part of each of the
                undersigned.

            


    

    


    
      	
              17.

            	
              Notices.
                Any notice or payments given by one party to the other shall be in
                writing
                and deemed to have been properly given or paid if deposited with
                the
                United States Postal Service, registered or certified mail, addressed
                as
                below.

            


    

     

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement on the respective
      dates set forth below.

     

    
      	PRECISION OPTICAL
              CORPORATION:	CONSULTANT: Jack P.
              Dreimiller
	22 East Broadway	252 Massapoag Ave.
	Gardner, MA 01440	North Easton, MA 02356
	 	 
	By:  /s/Richard
              E. Forkey	By:  /s/Jack
              P. Dreimiller
	
              Richard
                E. Forkey

            	
              Jack
                P. Dreimiller

            
	
              Its:
                Chief Executive Officer

            	 
	 	 
	Date: August
              15, 2008	Date: August 15,
              2008